YELLOW FOOTED ROCK WALLABY PRESERVATION ASSOCIATION INC

RULES

1. The name of the Incorporated Association is Yellow Footed Rock Wallaby Preservation Association Incorporated referred to herein as “the Association”.

2. In these rules, unless the contrary intention appears:

“Committee” means the Committee of Management of the Association;

“meeting” means a general meeting of members of the Association convened in accordance with these rules;

“member” means a member of the Association;

the “Act” means the Associations Incorporation Act, 1985 (SA);

the “Regulations” means the Associations Regulations, 2023 (SA);

the “Fund” means the Bunker Block Project Fund.

3. OBJECTS AND PURPOSES

The objects for which the Association is established are:

(1) to promote the common interest of persons who are interested in the yellow footed rock wallaby;

(2) to promote and aid in the preservation of the yellow footed rock wallaby;

(3) to further interest in the yellow footed rock wallaby;

(4) to liaise with other like-minded groups, environmental or otherwise, on behalf of interested persons;

(5) to provide a forum for discussing matters affecting the preservation of the yellow footed rock wallaby and to communicate the opinions of the Association to any other organisation in order to further the objects of the Association;

(6) to support by subscription or other means any association with interest, in whole or part, similar to those of the Association in order to further the objectives of the Association;

(7) to admit individuals or companies to be members of the Association and to confer upon them such rights and privileges as are defined by these Rules;

(8) to acquire by lawful means any real or personal property of any kind for the purpose of carrying out these objects, and to let or hire all of them in such a manner as may be deemed expedient;

(9) to dispose of by sale, lease or mortgage all or any part of the property of the Association, provided always that it shall deal with any property subject to any trust only in such a manner as allowed by law in regard to such trusts;

(10) to invest any funds of the Association upon such securities as may be determined by the Association’s Committee;

(11) to raise funds by subscription, levy and other lawful means;

(12) to employ on salary or retainer professional advisers for the purpose of carrying out all or any of these objectives and to engage, employ, dismiss or retire any clerk or servant in connection with the working or management of the Association;

(13) to adopt from time to time additional objects relating to the interests of the Association;

(14) to do all lawful things incidental or conducive to the attainment of any or all of these objects.

4. POWERS

The Association shall have all the powers conferred by Section 25 of the Act save and except such modifications and exclusions as are specified in these rules.

5. MEMBERSHIP

1) Application for membership shall be made in writing, signed by the applicant and shall be in such form as the Committee shall prescribe from time to time. Upon the acceptance of the application by the Committee and upon payment of the membership fee the applicant shall be an ordinary member of the Association provided that:

(a) membership tenure is ongoing and is, subject to payment of any outstanding levy or administrative fee, transferable on written notification to the Committee;

(b) the Committee may suspend membership of any member who fails to pay, within three months after the due date, any levy or administrative fee that may be set from time to time.

(c) the Committee may revoke the membership of a member suspended under sub rule 5(1)(b) who fails to pay any levy or administrative fee after a further 3 calendar months from the date of suspension.

2) The Committee may resolve to revoke the membership of a member if, after making all reasonable attempts to contact the member, it is determined that the member is not contactable by the Association provided that:

(a) the member has been requested by notice to contact the Association within a thirty day period and has failed to do so, and

(b) following that period formal notification has been given to the member that membership will be revoked if contact is not made with the Association by a specified date being not less than thirty days from the date of the notice, and

3) It shall be open to a former member to appeal to the Association in general meeting against the membership having been terminated under sub rules 5(1) or 5(2). The intention to appeal shall be communicated to the Secretary or Public Officer of the Association within three calendar months from the determination of the Committee.

4) In the event of an appeal under sub rule 5(4) the appellant’s membership of the Association shall not be terminated unless the determination of the Committee to revoke the membership is upheld by the members of the Association in general meeting after the appellant has been heard, and in such an event the membership will be terminated at the date of the general meeting at which the determination of the Committee is upheld.

6. RESIGNATION

A member may resign from membership of the Association by giving written notice thereof to the Secretary or Public Officer of the Association. Any member so resigning shall be liable for any outstanding subscriptions which shall be recoverable as a debt due to the Association.

7. EXPULSION OF A MEMBER

(1) Subject to giving a member an opportunity to be heard or to make a written submission, the Committee may resolve to expel a member upon a charge of misconduct detrimental to the interests of the Association.

(2) Particulars of the charge shall be communicated to the member at least one calendar month before the meeting of the Committee at which the matter will be determined.

(3) The determination of the Committee shall be communicated to the member, and in the event of an adverse determination the member shall subject to sub rule

7(4) cease to be a member fourteen days after the Committee has communicated its determination to the member.

(4) It shall be open to a member to appeal to the Association in general meeting against the expulsion. The intention to appeal shall be communicated to the Secretary or Public Officer of the Association within fourteen days after the determination of the Committee has been communicated to the member.

(5) In the event of an appeal under sub rule 7(4) the appellant’s membership of the Association shall not be terminated unless the determination of the Committee to expel the member is upheld by the members of the Association in general meeting after the appellant has been heard, and in such event, membership will be terminated at the date of the general meeting at which the determination of the Committee is upheld.

8. THE COMMITTEE

(1) The affairs of the Association shall be managed and controlled exclusively by a Committee which in addition to any powers and authorities conferred by these rules may exercise all such powers and do all such things as are within the objects of the Association, and are not by the Act or by these rules required to be done by the Association in general meeting.

(2) The committee has the management and control of the funds and other property of the association.

(3) The Committee shall have the power to appoint such officers and employees as are required to carry out the objects of the Association, including a Public Officer required by the Act, and may discuss or delegate any of its powers to such officers and employees.

(4) The Committee shall be comprised of a President, Vice- President, Secretary, Treasurer and six Committee Members all of whom shall be members of the Association.

(5) The first Committee of the Association shall be appointed from the promoters of the Association, or be comprised of such persons as hold office prior to incorporation. The first Committee shall hold office until the first annual general meeting after incorporation at which time one half of the members of the Committee, who shall be chosen by ballot, shall retire from the Committee but shall be eligible for reappointment. At each subsequent annual general meeting five of the longest serving members of the Committee shall retire and shall be eligible for reappointment.

(6) The Committee may appoint a natural person to fill a casual vacancy, and such a Committee Member shall hold office until the next annual general meeting of the Association and shall be eligible for reappointment.

(7) A retiring Committee Member shall be eligible to stand for re-election without nomination but no person not being a retiring Committee Member shall be eligible to stand for election unless a member of the Association has nominated the person at least fourteen days before the meeting by delivering the nomination of that person to the Secretary of the Association. The nomination shall be signed by the proposer and by the nominee to signify a willingness to stand for election.

(8) If only the required number of persons are nominated to fill existing vacancies, the Secretary shall report accordingly to the annual general meeting, and the Chairperson shall declare such persons duly elected as committee members.

9. DISQUALIFICATION OF COMMITTEE MEMBERS

The office of Committee Member shall become vacant if a committee member is:

(1). disqualified by the Act;

(2). expelled under these rules;

(3). permanently incapacitated by ill health;

(4). absent without apology from more than three consecutive committee meetings, or more than three committee meetings in a financial year;

(5). no longer the duly appointed representative of a corporate member.

10. PROCEEDINGS OF COMMITTEE

(1) The Committee shall meet together for the dispatch of business at least every two months.

(2) Questions arising at any meeting shall be decided by a majority of votes, and in the event of equality of votes the Chairperson shall have a casting vote in addition to a deliberative vote.

(3) A quorum for a meeting of the Committee shall be five members.

(4) A member of the Committee having a pecuniary interest in a contract with the Association must disclose that interest to the Committee as required by the Act, and shall not vote with respect to that contract.

11. FINANCIAL YEAR

The first financial year of the Association shall be the period commencing 1 January 1998 and ending on 30 June 1998 and thereafter a period of twelve months ending on 30 June in each year.

12. BORROWING POWERS

(1) The Association may borrow money from banks or other financial institutions upon such terms and conditions as the Committee sees fit, and may secure the repayment thereof by charging the property of the Association.

(2) Subject to Section 53 of the Act the Association may invite and accept deposits of money from any person on such terms and conditions as may be determined by the Committee from time to time.

13. RULES

(1) Subject to approval by a resolution of the members of the Association, these rules may be altered (including an alteration to name), or be rescinded and replaced by substituted rules. Such an alteration shall be registered with the Commission as required by the Act.

(2) The registered rules shall bind the Association and every member to the same extent as if they had respectively signed and sealed them, and agreed to be bound by all of the provisions thereof.

14. THE SEAL

(1) The Association shall have a common seal upon which its corporate name shall appear in legible characters.

(2) The seal shall not be used without the express authorisation of the Committee, and every use of the seal shall be recorded in the minute book of the Association. The affixing of the seal shall be witnessed by any two members of the Committee.

(3) The seal shall be kept in the custody of the Secretary or such other person as the Committee may from time to time decide.

15. MEETINGS

(1) The Committee may call a special general meeting of the Association at any time, and shall call an annual general meeting in accordance with the Act.

(2) The first annual general meeting shall be held within eighteen months after the incorporation of the Association, and thereafter within five months after the end of its financial year.

(3) Upon a requisition in writing of not less that two thirds of the total number of members of the Association, the Committee shall within one month of the receipt of the requisition, convene a special general meeting for the purpose specified in the requisition.

(4) Every requisition for a special general meeting shall be signed by the members making the same and shall state the purpose of the meeting.

(5) If a special general meeting is not convened within one month as required by sub rule 15(3) the requisitionists may convene a special general meeting. Such a meeting shall be convened in the same manner as a meeting convened by the Committee, and for this purpose the Committee shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a notice of meeting. The reasonable expenses of convening and conducting such a meeting shall be borne by the Association.

(6) Subject to sub rule 15(7) at least fourteen day’s notice of any general meeting shall be given to members. The notice shall set out where and when the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting. In the case of an annual general meeting, the order of the business at the meeting shall be the consideration of the accounts and reports of the Committee and the auditors, the appointment of auditors and committee members (if required), and any other business requiring consideration by the Association in general meeting.

(7) Notice of a meeting at which a special resolution is to be proposed shall be given at least twenty-one days prior to the date of the meeting.

(8) A notice may be given by the Association to any member by serving the member with the notice personally, or by sending it by post to the address appearing in the register of members, or by emailing it to the email address appearing in the register of members.

(9) Where a notice is sent by post, service of the notice shall be deemed to be effected if it is properly addressed and posted to the member by ordinary prepaid mail.

(10) Where a notice is sent by email, service of the notice shall be deemed to be effected if it is properly emailed to the member at the most recent email address provided by the member.

16. PROCEEDINGS AT MEETINGS

(1) Thirty members, present personally or by proxy, shall constitute a quorum at any general meeting.

(2) If within thirty minutes after the time appointed for the meeting a quorum of members is not present, a meeting convened upon the requisition of members shall lapse. In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place and if at such adjourned meeting a quorum is not present within thirty minutes of the time appointed for the meeting the members present shall form a quorum.

(3) The President or if there shall be no President, then the Vice President or in their absence, or on their declining to take, or retiring from the chair, one of the Committee Members chosen by meeting shall preside as chairperson at every general meeting of the Association.

(4) If there is not such President or Vice President or Committee Members present within five minutes after the time appointed for holding the meeting, the members present may choose one of their number to be the Chairperson.

(5) The Chairperson may with the consent of any meeting at which a quorum is present and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(6) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as if that meeting were an original meeting of members.

(7) At any general meeting, a resolution put to a vote shall be decided on a show of hands, and a declaration by the Chairperson of the meeting that a resolution has been carried or lost, shall unless a poll is demanded by conclusive evidence of the fact without proof of the number of proportion of the votes recorded in favour of or against the resolution.

(8) If a poll is demanded by the Chairperson of the meeting or by three or more members present personally or by proxy, it shall be taken in such manner as the Chairperson directs. The result of such poll shall be the resolution of the meeting except that in the case of a special resolution a majority of not less than three quarters of the members who being entitled to do so vote personally or by proxy at the meeting is required.

(9) A poll demanded on the election of a chairperson of a meeting or on any question of an adjournment, shall be taken at the meeting and without adjournment.

17. MINUTES

(1) Proper minutes of all proceedings of meetings of the Association and of meetings of the Committee, shall be entered within two months after the relevant meeting in an electronic minutes book kept for the purpose.

(2) The minutes kept pursuant to this rule shall be signed by the Chairperson of the meeting at which the proceedings took place or by the Chairperson of the next succeeding meeting.

(3) Where minutes are entered and signed they shall, until the contrary is proved, be evidence that the meeting was convened and duly held, that all proceedings held at the meeting shall be deemed to have been duly held, and that all appointments made at a meeting shall be deemed to be valid.

18. VOTING RIGHTS

(1) Subject to these rules each member present in person or by proxy shall be entitled to one vote.

(2) A member being a body corporate shall be entitled to appoint one person who need not be a member of the Association to represent it at a particular meeting or at all meetings of the Association. That person shall be appointed by the corporate member by a resolution of its board which shall be authenticated under its seal. Such a person shall be deemed to be a member of the Association for all purposes until the authority to represent the corporate member is revoked.

19. PROXIES

A member shall be entitled to appoint a natural person who is also a member of the Association to be the member’s proxy, and attend and vote at any meeting of the Association.

20. ACCOUNTS

The Association shall keep such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Association.

21. WINDING UP

The Association may be wound up in the manner provided for in the Act.

22. APPLICATION OF SURPLUS ASSETS

If after the winding up of the Association there remains “surplus assets” as defined in the Act, such surplus assets shall be appropriated:

(a) to an Association, Corporation or Institution having objects wholly or in part similar to the objects of the Association; or

(b) to a charitable organisation. Provided that no funds or property shall be distributed to the members of the Association or their relatives.

23. NON-PROFIT

The income and property of the Association shall be used and applied solely in promotion of its objects and no portion is to be distributed, paid or transferred directly or indirectly by way of dividend, bonus or by way of profit to members of the Association.

24. CONDUIT POLICY

Any allocation of funds or property to other persons or organisations will be made in accordance with the established purposes of the Association and not be influenced by any preference of the donor.

25. MINISTERIAL RULE COMPLIANCE

The Association agrees to comply with any rules that the Treasurer and the Australian Charities and Not for Profit Commission may make from time to time to ensure that gifts made to the Fund are used only for its principle purpose.

12 February 2026